TERMS AND CONDITIONS

1. MPLC hereby grants you a non-exclusive licence to publicly perform certain pre-recorded home video cassettes and videodiscs in your facility, under the terms and conditions specified herein.

2. MPLC warrants and represents that it has secured the appropriate rights, under the U.S. Copyright Act, Title 17, United States Code, to grant the license contained in this license agreement.

3. The term of this license agreement shall be (1) Term of Agreement, commencing on (1) Start Date and terminating : (1) Expire Date.

4. The facility at which the public performances authorized by this license agreement are to take place is (2) Facil:Licensed, located at (2) Facility Address, and it is understood and agreed that the sole purpose of such public performanc is to exhibit to (2) Purpose. It is further understood and agreed that the audience will be limited to (2) Audience Limitation, that no specific titles will ever be advertised to the general public, and that no admission or other fee vill charged to the audience. Only the public performances specified in this paragraph are authorized by this license agreement

5. The agreed license fee for the full term of this license agreement is (3) License Fee, which amount is payable to MPLC in accordance with the enclosed invoice.

6. The specific titles which may be publicly performed by you under this license agreement are motion pictures produce and/or distributed by the following motion picture companies: (4) Motion Picture Companies. It is understood and agreed that, because MPLC or its motion picture company licensors may not possess the appropriate rights to certain individual titles or because those rights may expire during the term of this license agreement, MPLC may send you from time to time legally binding notices that certain individual titles cannot be or say no longer be publicly performed under this license agreement.

7. You may publicly perform the specific titles covered by this license agreement by means of lawfully manufactured pre-recorded home video cassettes and videodiscs of those titles, acquired by you from any legitimate source of your choice It is understood by you that the responsibility for obtaining such bone video cassettes and videodiscs is yours, and that costs of acquiring such home video cassettes and videodiscs are to be borne solely by you and are separate and distinct from the agreed public performance license fee specified in Paragraph 5 of this license agreement.

8. You may not duplicate, edit or otherrise modify the home video cassettes and videodiscs obtained by you for public performance purposes under this agreement. It is also understood that this license agreement does not authorize you to use for public performance purposes copies of titles covered by this agreement which have been videotaped off any form of television.

9. Any separate fees which may be due to music publishers, or collection societies for music publishers, for the right to publicly perform the music contained in any of the motion pictures covered by this license agreement are solely your responsibility and are not the responsibility of MPLC.

10. This agreement may not be assigned by you, but may be assigned by MPLC.

11. Any notices which you or HPLC send to each other shall be sent, postage prepaid, to the addresses indicated on the first page of this agreement.

12.

PLC reserves the right, exerciseable upon 30 days' prior written notice, to terminate this license agreement an account of any breach by you of its teras and conditions. In the event of such termination, there shall be no refund of the agreed license fee. A waiver by MPLC or by you of any specific breach by the other shall not constitute a waiver of prior c subsequent breaches.

13. You acknowledge by the signature appearing on this agreement that this license agreement has been duly and validly authorized, and constitutes a legal, valid and binding obligation upon you and is enforceable by its terms and conditions.

14. Any and all rights not granted to you in this license agreement are expressly reserved to HPLC and/or its motion picture company licensors.

15. This agreement contains the full and complete agreement between PLC and you, and shall be construed in accordance with the laws of the United States and the State of Connecticut.

Copyright

1988 Motion Picture Licensing Corporation. All Rights Reserved. "Tabrella License" is a service mark of Motion

Thank you for speaking with me and expressing your
interest in receiving information about, the Motion Picture
Licensing Corporation's Umbrella Licenses".

As we discussed, use of the home videocassette has far
exceeded its original intent of "home use only" and
nowhere is this more clearly illustrated than in nursing
homes around the country. Quality Life Directors who
appreciate the convenience, affordability and outstanding
entertainment value of home video have incorporated home
video showings into their nursing home activities. While
these showings are very popular with residents, as with
most resident services you provide, you are required to be
licensed.

To address your immediate need to be properly licensed
for public performances of home video. MPLC created the
Umbrella License to provide Quality Life Directors such as
yourself with copyright infringement liability protection
while maintaining complete programming flexibility for
your staff.

HPLC represents some of Hollywood's finest motion picture
studios and home video publishers such as Columbia
Pictures, Best Film & Video Corp., Walt Disney Pictures,
Touchstone Pictures, Metro-Goldwyn Mayer and United
Artists including the pre-1950 Warner Bros. library. For
one affordable annual fee, you will experience the same
copyright infringement liability protection as one of the
nation's largest nursing home chains, while allowing your
residents to enjoy unlimited performances of all the
HPLC-represented studios' authorized home video titles.

ation Picture Dicensing Corporation 1177 Summer Street P.O. Box 3838 Stamford, Connecticut 06905-0838 (203) 353-1600

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Additionally, MPLC's license fee is a reimbursable expense under the Medicaid program in many states, so be sure to check the plans of the states in which you operate.

Never before has there been available to you such a comprehensive and convenient home video public performance license for an affordable fee. I have enclosed additional information regarding MPLC and our Umbrella License. After you have had the opportunity to become more familiar with MPLC, I will call you to answer any questions you may have and to see how I may assist you in your decision to become an MPLC Umbrella Licensee.

Thank you very much!

Sincerely,

Lany Ceppes

Larry Ceppos

Licensing Representative

LC/sok

MPLC

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January 2 1989

s. Svl1a Colier

Director Ouality Life Program

Meridian Health Care

21 Vest Road

Baltimore. D 21204

Dear Ms. Cohen:

On December 21. 1987. Congressman Dan Glickman (Kansas) and the major motion
Dicture studios announced an agreement ...to allow charitable groups to show
motion pictures to hospitalized children at a minimal fee." "The agreement we
have reached with maior motion picture studios will not waive the requirement
of a public performance licens: but it will significantly reduce the fee for
private. charitable croups to a minimal fee." said Glickman.

HPLC was organized to issue these public performance licenses. Generally.
KPLC's icenses have covered libraries. hospitals and corporate facilities.
but at this time. in the spirit of the Glickman agreement with the studios.
HPLC wishes to extand a special "minimal" fee to cover all the nation's
elderly and infirm in nursing homes and health care facilities.

valle public performance licenses have always been required to show home
videocassettes publicly. until the recent formation of PLC. obtaining a
license was often difficult and quite expensive. Certainly no one wishes to
stop the use of these cassettas in nursing homes. Indeed. we wish to
incourage use. However, the convricht holders as well as PLC. require all
exhibitions of theatrical motion pictures on home videocassettes to be
licensed under the U.S. convright law.

We are cleased to offer you our Umbrella Licenses which will cover every
exhibition of authorized titles for the fee of one cent S.01) per person. per
day. Just as with many other service fees. MPLC's license is an allowable
cost under Hedicaid in virtually every state.

We hope you will take advantage of this special license fee which will allow
unlimited use of home videocassettes for the viewing oleasure of your
residents. As a HPLC licensee. if vour institution is eligible. we may be in
a position to donate cassettes to vou. Additionallv. if you so choose, we mav
bc able to provide regular programming services for a fee which is also
reimbursable under Medicaid.

To obtain his special fee there are tuc requirements: the license aust
commence on January 1. 1988 and the license fac must be paid prior to
January 31. 1983.

Motion Picture Licensing Corporation 1177 Summer Street P.O. Box 3838-Stamford, Connecticut 06905-0838 (203) 353-1600

I bulizme pay will concur with the fact that if Congress in Glickman needed to come to an agreement with the studios for a spatial license to cover exhibitions in hospitals and convalescent hopes for children. then vour institution aust obtain a similar license for showings to vour residents.

Ve hope you are pleased with this offer. and please remember that without proper licensing. use of home videocassettes is a violation of United States law and places vour company at substantial risk.

The attachments to this letter will further explain why use of home videocassettes in hospitals and nursing hores requires a special "Dublic Derformance" license under the United States coovright law.

I look forward to speaking with you once you have reviewed this material.

Very truly yours.

Larry Cepnos

Licensing Representative